The Stampa declaration is part of every Swiss GmbH and AG formation. Since the 2023 stock-corporation reform it is mandatory part of the notarial deed — what that means in practice.
The Stampa declaration appears in every Swiss GmbH or AG formation. Many founders sign without knowing exactly what they confirm. With the stock-corporation reform of 1 January 2023, it was integrated from a separate form into the notarial formation deed — and is now legally even more strongly anchored. This overview explains what it does, when needed, and what threatens upon breach.
Note: This article supplements Founding a GmbH and Founding an AG.
What the Stampa declaration confirms
The Stampa declaration is a negative confirmation by the founders that beyond what is disclosed in the articles and formation documents nothing further has been agreed. Specifically the founders confirm there are no undisclosed:
- Contributions in kind (e.g. trademarks, IP, machinery, claims instead of cash)
- Asset takeovers (e.g. taking over existing contracts, inventory)
- Set-off facts (offsetting payment obligation with counter-claims)
- Special advantages (special conditions, commissions, bonus shares)
beyond what appears in the notarial deed and articles (Art. 629 para. 2 no. 4 CO for AG, analogously Art. 777 para. 2 CO for GmbH).
Background — why the Stampa declaration exists
In the 19th century formation fraud was widespread: shares were issued against overvalued contributions in kind (old machinery, worthless patents), and small shareholders paid the damage. Federal Councillor Stefano Stampa therefore pushed stricter formalities. The declaration named after him should ensure that the capital was actually raised and no hidden valuations undermine the capital base.
What changed with the 2023 reform
Before 2023:
- Stampa declaration as separate form, often combined as "Lex-Friedrich/Stampa declaration"
- Signed separately from the notarial deed
- Risk: declaration often signed "blindly" without notary as explainer
From 2023:
- Stampa declaration is mandatory part of the notarial deed (Art. 629 para. 2 no. 4 CO)
- Notary reads, explains and authenticates the declaration as part of the public deed
- Higher legal sharpness — notary now explicitly contributes to the duty of disclosure
- Notary investigation duty remains: must refuse notarisation on suspicion of undisclosed contributions in kind
Practical consequences for founders
What founders must do before notarisation:
- Disclose all contributions — even apparent trivialities (e.g. transferred customer list, software licence, trademark application)
- Treat contributions in kind formally as such — contribution agreement + foundation report + audit confirmation by approved auditor (Art. 635a CO)
- Document set-off facts — if a founder has a claim against the to-be-formed company and wants to offset it with the payment obligation, this must be disclosed
- Fix special advantages in writing — contracts with founders (e.g. director contracts with bonuses) connected to the formation belong in the articles or public deed
What founders should NOT do:
- Sign the Stampa declaration without having discussed existing agreements with notary/lawyer
- Make oral side agreements not included in the deed
- Disguise contributions in kind as cash contributions ("money on blocked account, then immediately back to the contributor") — classic circumvention and criminal
Consequences upon breach
Criminally:
- Forgery of documents (Art. 251 PC): prison up to 5 years or monetary penalty
- Obtaining false certification (Art. 253 PC): prison up to 5 years or monetary penalty
- The notary can file the criminal complaint themselves upon learning of the false statement
Civilly:
- Voidability of the formation by aggrieved third parties
- Personal liability of founders (Art. 753 CO, analogously for GmbH)
- Damage claims by shareholders, creditors, new members
Supervisory:
- Commercial register can refuse entry or undo it
- Board / managers can become personally liable (Art. 754 CO)
When legal advice is useful
- When IP, trademarks, patents, software, customer base are to be contributed — treat as contribution in kind, not disguised cash
- When the founder concurrently enters contracts with the company (director contract, lease for office in own house) — examine asset-takeover regulation
- For formations with foreign partners — more complex participation structures, often Stampa risk
- For conversions (sole proprietorship → GmbH) — treat whole business as contribution in kind
Related topics
Official sources
- Code of Obligations (CO, SR 220), Art. 629 (AG formation), Art. 777 (GmbH formation), Art. 635a (audit confirmation), Art. 753 (founder liability): fedlex.admin.ch
- Criminal Code (StGB, SR 311.0), Art. 251 (forgery), Art. 253 (obtaining false certification)
- Stock-corporation reform — Federal Council message 23 November 2016
- Commercial Register Ordinance (HRegV, SR 221.411)
- SECO SME portal — HR registration
Frequently asked questions
What is the Stampa declaration?
A written confirmation by the founders that beyond the matters disclosed in the articles and formation documents, there are no further contributions in kind, asset takeovers, set-off facts or special advantages (Art. 629 para. 2 no. 4 CO and analogously for GmbH).
What changed in 2023?
With the stock-corporation reform of 1 January 2023, the Stampa declaration became a mandatory part of the notarial formation or capital-change deed. It is no longer submitted separately as a form but is part of the public deed.
Who must make the Stampa declaration?
All founders of an AG or GmbH and any person applying for entry in the commercial register. For capital increases: the board of directors.
What are the consequences of a false Stampa declaration?
Criminally: forgery of documents (Art. 251 PC) or obtaining false certification (Art. 253 PC) with prison up to 5 years. Corporately: voidability of the formation, personal liability of the founders, damage claims by deceived third parties.
Do I need a Stampa declaration for a sole proprietorship?
No. The Stampa declaration applies only to formation and capital changes of capital companies (AG, GmbH). Sole proprietorships and partnerships (KlG, KmG) do not need it.
What is the origin of the name Stampa?
Named after Federal Councillor Stefano Stampa, who in the 19th century pushed for stricter formation formalities for stock corporations to curb formation fraud and overvalued contributions in kind.
Who is liable for concealed contributions in kind?
Jointly all founders who signed the Stampa declaration (Art. 753 CO for AG, analogously for GmbH). Criminally the signatory personally. Practical consequence: openly disclose all agreements before notarisation.